The Avengers: The Age of Ultron
by IamKatniss1264
Summary: S.H.I.E.L.D. has fallen. The government no longer trusts the remnants of the agency. Friends betray friends and no one knows who to trust. The Avengers are facing their most poweful enemy yet. Characters and Refrences to MARVEL AGENTS OF S.H.I.E.L.D. Please R&R!
1. Chapter 1

**DISCLAIMER- I don't own the Avengers. *sigh* Marvel does. Song New York Minute belongs to the Eagles. I own only my OC's. **

**AN- Thanks to Marina for the help on this. **

**Additional Author's Note: I am aware that Quicksilver and Scarlet Witch are in this film. As I have no knowledge of these characters, I can't put them into the story. Sorry :(**

**Indie POV**

A clamorous sound seeps into my small sky blue-walled room, jolting me awake and abruptly interrupting my treasured extra moments of slumber. Groaning, I pull my comfortable pillow over my fiery red hair in a futile attempt to block out the noise. Moments after the first sound, another bang enters my ears.

"_Shut up Jack!" _I shout, my voice shrill with fury. _What is he doing? _I ask myself. My brother has always enjoyed building things, and that's fine, but does he have to build a model of Stonehenge at six in the morning?

Suddenly, a colossal azure fist punctures my closed oak door. I scream as the cerulean hand retracts and a similarly colored man smashes my bedroom door.

It is not a man. It is easily over eight feet tall, and its rippling muscles are unnaturally large. Its head is tattooed with peculiar charcoal-colored symbols.

The creature lunges and I wave my hand furiously in front of me. My beloved bedroom begins to swirl. Just as he is upon me, he vanishes, and the world is transported to two minutes prior to the monster's attack.

**Agent Maria Hill POV**

Everyone in what remains of S.H.I.E.L.D.'s base sprints through the steel halls, carrying top-secret papers or shouting codes into a Bluetooth. Loud, bleating alarms roar through the terminal. I stand in the center of the main foyer, confused and worried. I slept in late this morning; I was up until four last night memorizing the new codes and procedures Fury had issued to the highest ranking agents. Ever since Hydra overtook half of S.H.I.E.L.D., many changes like this have been made. Silently, I recite a handful of the new codes in my brain;

_Indent- Small situation, not an immediate emergency _

_Cliff face- Small situation, often involving hostages _

_Shatter- Medial situation, report to Room 139 _

_New York Minute- Major crisis, evacuate facility and meet at nearest air base. If impossible, await further instructions. _

Loud footsteps echo through the corridor as hundreds of agents push past me. Seeing a friend of mine, Agent Dani Landers, I hurry through the hall, I grasp her arm. Her piercing icy blue eyes meet mine. Tucking a lock of her mahogany hair behind her Bluetooth decorated ear, she smiles worriedly in my direction.

"What's going on Dani?" I interrogate her . Her jaw drops, revealing her set of pale white teeth.

"You don't know?" She puffs exasperatedly. She reaches into her tan briefcase and procures a crisp map of Europe. Crimson blobs decorate the countries, mostly where I know huge metropolises reside. A sick feeling settles in my stomach as Dani begins to speak, "See those dots? They're alien forces, like the ones in New York. But the soldiers are different. They're huge, man-made creatures built to destroy. We don't know who they are, or who they're fighting for. But by the way that they have either slain or enslaved most of Northern Europe, we know they aren't there for a tea party with the Queen."

Shuddering, I murmur a quiet thanks to my tall friend and hurriedly jog to the Intel Room. I desperately hope that they know something that Dani didn't.

My stride is interrupted by Fury's worried voice fills my ears, "Agent Hill, do you copy? "

Gently tapping the _TALK _button on my petite black Bluetooth I reply softly, "I copy."

"We have a New York Minute situation. I repeat, we have a New York Minute situation."

**Indie POV**

The morning seems eerily still compared to the previous moment's events. My head throbs, causing my small ears to ring and my jade eyes to blur. My entire body feels as if I was hit repeatedly with Mum's frying pan. Slowly, I climb to my feet knowing that I have only a few short minutes before the creature returns. I stumble out of my bedroom and into Jack's, gently shaking my brother awake.

Jack's short burgundy hair flies in random angles away from his head. His green eyes that match mine dart around as he awakens.

"We have to go, Jack. You need to listen to me, and not make a single peep, okay?" I whisper. He nods quickly and snatches his square-rimmed glasses, which are decorated with flame-pattern duct tape, along with his shaggy old brown teddy bear. We exit his cartoon-poster filled room and rush stealthily down the wooden apartment hall.

As we reach the door to our apartment, I fling open the creaky entryway, the old mahogany entry skidding loudly against the carpet.

Sprinting to the heavy metal staircase, we begin to descend from the eighth floor. Panting heavily, we finally reach the back exit, which we open swiftly and make our escape.

My brother tugs on my arm. "What about Mummy and Daddy?" The eight year-old asks quietly.

I look down at Jack, and reply, "We're going to Mum's publisher's building; she went there this morning with her new book. Then, we'll head to Dad's law firm and find him there."

I look out past the small doorframe we stand in and see chaos. Blue and red giants almost identical to the ones that attacked me run around rampant. Screaming mortals sprint to shelter in panic. Police officers try to calm down the mob, but they are soon terrified by the creatures.

I glance down fearfully at Jack. His green eyes are wide with curiosity. Nearly shaking with excitement, he whispers, "Is this like what happened in New York? Are the Avengers gonna come? " My hard gaze softens. This is all a game to him; he doesn't understand the severity of the situation.

"I hope not," I say softly. Hoisting him up onto my shoulders, I run into a petite bakery, which has not yet been touched by the destruction.

Police sirens blare. The sound of shrieks and shouts of terrorized humans echoes through the brisk morning air. The sun has recently risen, but it is invisible because of the constantly landing alien ships.

Suddenly, a huge blue monster crashed through the glass of the shop. Shrieking, I hastily placed the now-sobbing Jack on the hardwood oak floor. I form my hands into claws and mutter "C'mon... C'mon!"

Meanwhile, the beast was advancing. I simply couldn't be ready in time to fight this thing. I was swiftly preparing to turn back time when the blue monster suddenly collapsed in a heap.

Shocked, I step back and again lift up my thin brother. A tall man with thin, light brown hair stands over the dead monster. The gray-suited official looking man stretched out his hand. "Agent Phil Coulson. You're going to need to come with me."

**Agent Mariah Hill POV**

"What is it?" I asked Fury.

He gestured to the escape ship's display screen, "It's something from what looks like the fifth realm. Worse, they are a what we call a following army. They don't seem to have a leader of their kind. Nothing of another realm, other than the giants, have entered the atmosphere since Thor. We're going to have to wait for Thor to get here to be sure."

"Sir!" I interrupted, "You've already called the Avengers? Did you at least consult the new council first?"

Fury laughed coldly and ignored the question, "Coulson and his team are on the ground now in England. We've got a few guys in Scotland a couple more are going out to the other countries now."

I sighed and looked back down at the papers handed to me when Fury and I boarded the escape jet. Behind the multiple maps of red-dotted Europe was images of a few high risk clients in the area. One was a middle-aged businessman who could fly. Another was a teenage girl who could turn back time and shoot balls of immense heat through her hands. The last image was one of an infant who could shrink to the size of a baseball.

"Hill? Fury? It's Ward. We've got Case #459. We're flying back to base now," A voice, Agent Grant Ward of Coulson's team, echoed through our Bluetooth's.

"Ward? Where's Coulson?" I asked the agent.

"Talking to the girl. She's pretty shaken up. We have her brother here, too," Ward stated.

Looking exasperated, Fury responded, "Ok-"

**Indie POV**

"-ay," I whispered. Agent Coulson had brought Jack and I back to his plane. Jack was out there now, playing with the scientist's gadgets. I sit in a chair in an interrogation room, shaking like a leaf as Coulson explains what happened.

"Do you remember what happened in New York?" He asked gently. I nod, probably looking like an empty-headed idiot.

"It's happening again. Aliens from the fourth or fifth realm are invading Earth," he explained. _But... why am I here? Why is he telling me this? _ I think.

Reading my mind, Coulson states, "You remember the Avengers? Yeah? Do you have a favorite?"

Blushing at the attention, I tilt my head and pause, "Um... Probably Iron Man."

Coulson smiles. "Tony, huh? He doesn't like me much," He smiles at himself, "Not the point. You have superpowers, too Indie." He stops, as if letting the information sink in. I scrunch up my eyebrows.

"I know," I state. He looks so aghast that I cannot hold back a laugh. The giggles echo through the steel room, until eventually, he joins in. After a moment, Coulson composes himself.

"Okay, that's good. We're flying to a base now. Fury will be glad that he doesn't have to explain it to you. Would you like to meet my team?" He asked. I grinned in childish excitement.

"Hello!" Greeted one of the tall, smiling scientists, "I'm Gemma Simmons, but just Simmons is fine. And this is-"

"Fitz," Says the man in a Scottish accent, "Leo Fitz. Your brother is a genius! Helped me put together a molecular separator." He took a bite out of a savory-smelling sandwich and made a disgusted face. Looking at his counterpart, he whines, "Ew, is that mustard?" Simmons rolls her eyes and turns back to me.

"May's flying the plane. Sky-" Simmons began.

"-is the one over there on the computer," Fitz finished. A black-haired girl with a piece of red licorice sticking out of her mouth waves without looking up. "Ward is up on the main floor and, well, you've already met Coulson."

I smiled shyly, "Well, I'm Indie Turner. I-uh- guess you already know that..." I pause, and take a breath, "I was just wondering if you knew where my parents are?" Fitz and Simmons exchange a look, and Skye looks away from her screen and at my brother, who is obliviously fiddling with random pieces of metal.

"Where are my parents?" I repeat.

The cold reply comes from behind, "I'm sorry, Indie. They're gone." I whirl around to see a tall, muscly man with perfect black hair. His face is hard and without emotion, but his rigid voice is laced with concealed sympathy.

I shake my head quickly, "No! You're lying! My mum is fine!" I lift up a vial of evergreen liquid defensively, "Get away from me!" My heart sinks to the bottom of my stomach and tears well in my eyes. _No! He's lying!_ I tell myself. Jack has noticed that something is amiss. "Indie? What's wrong?" He asked from behind his thick glasses. I shake my head furiously and chuck the glass at the tiled floor.

The green potion hisses and scorches where it splatters on the ground.

"Nothing, Jack. They've been lying this whole time," I turn to Coulson in disgust, "We're getting off as soon as we land. No questions asked." I lift up Jack and scowl.

Fitz and Simmons again glance at each other- _Really? Those two must have the exact same DNA, or something. _

"I'm sorry, Indie, but I can't let you do that. You are imperative to our mission," He explains, looking down at his meticulously shined shoes. I feel hot tears sting my eyes like burning lava attempting to seep out of a volcano. Placing my near-weightless brother onto the ground, I storm up the stairs to find somewhere I can hide.

I hear footsteps from outside my locked cleaning closet door. The meter-wide room is stuffed with filthy mops and brooms, and it reeks of mold and dust. Someone softly knocks on the door, and I huddle deeper into my cavern of safety.

The door slides open, knocking over cleaning supplies and brooms discarded on the hard floor. In the doorway stands the girl who was before engrossed in her laptop- _Sky, I think?. _ Her eyes are wide and sad, and she looks as if she just saw her best friend die. "Indie?" She calls kindly, "We're having an emergency meeting. You have to come out." Sky steps away from the doorway and waits.

Slowly, I ease myself up and follow her. I am too tired. Too tired to argue, to fight, to run. I am filled with such an incredible exhaustion that I can hardly force the air into my lungs. I simply shuffle my feet, following Sky up to the main floor of the plane.

**Agent Maria Hill POV**

"Director Fury," a harried agent-probably Level 3- bursts into the room. His brow is dotted with sweat, and he raises his hand in a salute.

Fury looks up from his memos, "What are you doing?" The man's hazel eyes are wide and his hand lingers at his forehead. Looking abashed, he slowly lowers his arm and blinks. Color flooded the agent's cheeks and he straightened his back. Fury, looking irritated, growled, "Well? What is it?"

The agent opens his mouth and stammers, "Well, sir, um, the bus has almost landed. Captain America and Dr. Banner have arrived. A- Agent Barton and Agent Romanov are waiting with them in the l-lobby. We're, uh still waiting on Mr. Stark and Thor. Sir." Fury nods and the agent scurries out of the room.

"What about the girl, sir?" I ask, "How are we going to explain all of this to a fourteen-year old?" Fury glances at me.

"Coulson says she already knew of her abilities. She'll be fine," He states curtly, "Hill, I want you to make sure that the Avengers we do have aren't breaking things. Then, I want you to contact Stark- and if you can't, call Potts- and Thor. Remind them that its urgent, and that it's in their best interest _to get here now." _

I nod swiftly, "Yes, sir." I walk quickly across the room and let the metal door swing shut behind me.

Standing apprehensively at the entrance of the heavy metallic doorway, I sigh and grasp the doorknob. _At least Stark isn't here yet._ My thoughts provide a bit of comfort as I enter what I am certain will be a chaos-ridden meeting room.

Captain America fiddles with an iPhone, presumably Dr. Banner's, who was watching with amusement. The camera of the phone flashes multiple times, and Steve leaps back in alarm. At this, Banner grins and laughs lightly.

Agents Barton and Romanov are being just as productive. Natasha holds her fingers into a field goal formation and Clint 'kicks' a paper football into the center. He cracks a rare smile as he clears the goal. I sigh, "I am glad you have all been reading the pamphlets we brought you." I cannot help but smile slightly as I gesture to the manila folders labeled "TOP SECRET S.H.I.E.L.D. INFORMATION- LEVEL 5".

They all freeze and the paper football falls to the floor with a muffled paper crash.

Dr. Banner breaks the endless silence. He stands up, turning his attention away from the befuddled Captain and removing his square-rimmed glasses, "Agent Hill. I heard about Hydra, invading S.H.I.E.L.D. What...? I... Who?" I raise my eyebrows in a silent question. He gathers his thoughts and continues, "I guess my question is- who can we trust? You? S.H.I.E.L.D.'s gone behind our backs before. How do we know who we can trust now?"

He'd asked the single question I did not even know the answer to. Ever since S.H.I.E.L.D. had burned and broken as Hydra revealed their latent agents in our ranks, I had no idea who my friends were. I trust Fury, Coulson, and a handful of others. My heart ached for the time when I _knew. _When I knew who was an ally. Who was a friend. Who was alive.

I hardly knew who I was anymore.

"You can trust each other. That's all we need you to do," I mutter. All laughter has faded from the room. Steve nods in grim acceptance as the door bursts open.

I curse under my breath as Stark and Thor enter behind me. "Why so happy to see me?" Stark quips and strides into the room.

_It's going to be a long day._

**AN- Hey guys! I hope you liked the first entry. I will try to get the next chapter up in a week or two. Please review!**


	2. Chapter 2

**Indie POV**

"We will be landing in a few minutes. Out of the way base, not too many problems. I hope none of us plan to create any?" Coulson accuses, glancing dubiously at Sky and Simmons, who both flushes a bit red. Murmurs of 'no, sir' carry throughout the room.

Coulson's office (and our temporary meeting room) is filled with vintage knickknacks and model cars. We all stand, surrounding the oak desk as Coulson tells us what has happened in the last twelve hours. Mindlessly I finger a miniature red mustang as he speaks.

"Agent Landers called about an hour ago. They think that this army is fighting under Ultron," he explains. At our clueless expressions, he elaborates, "Ultron is a machine. An alliance of the fifth realm created and controls it. With it, they can see the fears and weaknesses of their enemies. They are trying to take over all of the nine realms. We're landing to meet with the Avengers now."

Sheepishly, Simmons pipes up, "But, sir, they think that you're dead." Her words grow quieter with each syllable. Agent Ward, who stands tall next to her, looks down.

Coulson nods, "They'll be surprised, then." He says this with finality, with false lightness.

Fitz's then asks, "Sir, does this have anything to do with Hydra?" Hydra...? I squeeze my numb eyes shut, thinking. In the back of my mind, I know of the multi-headed Greek beast, but this must not be what he is referring to. Maybe it means-

My thoughts are interrupted by a deep, masculine Voice. The click of a gun unlocking. A horrified, betrayed shriek.

"It does. Drop your weapons or she's dead," The Voice commands. A gun clatters to the ground. The Voice barks something else, but I cannot hear it, I am so afraid, everything is muffled. I hear another voice, a scared voice, swear loudly. All I can do is listen, the terrifyingly truthful sound flying around me, taunting. I squeeze my eyes tighter and the darkness swims around me until my eyes force themselves open.

The Voice is Grant Ward.

**Agent Maria Hill POV**

"Now that you're all here, we can get started," I inform the now full team. The room grows relatively quiet, and I continue, "There are some things you should know before we begin."

"Like what?" Stark interjects. I shoot him an annoyed look.

"I was just getting to that, Tony," I sigh exasperatedly, "You should know that Ultron is bigger than anything any of you have ever faced. Even Loki. He can get into your head and control you. He can see your fears and weaknesses by just looking at you. This is going to be a hard battle, and S.H.I.E.L.D. is gone. There won't be many forces fighting alongside you. The good news is, the ones we have are the best of the best." _Anything else? _I ask myself. Suddenly I realize what I have forgotten and mentally hit myself over the head. The room looks expectantly at me, and Thor nervously strokes his hammer. "Oh, and Director Fury isn't dead."

All of the Avenger's, minus Natasha and Steve, look at me in disbelief. Dr. Banner begins to speak, but just shakes his head and smiles slyly. I grin at the team, and for the first time in a long time genuine happiness courses through my veins.

"Welcome back."

**Indie POV**

"Grant?" Sky croaks. She stands, and many different emotions play over her face. Disbelief, betrayal, sadness, fear. And anger. She's furious at him, her metallic weapon shaking in her hand.

He glances at her and momentarily drops the veneer of evil, of toughness. Ward looks at Sky with overwhelming regret and sorrow. But it is just a flash, and then it is gone. His features harden, "I said, PUT THE WEAPONS DOWN!" He madly gestures his gun to the pale Gemma, who is trapped within a headlock in his muscled arm. Coulson looks from Fitz, whose gun lays lifelessly on the ground, to May, who stares at Ward in shock.

Coulson begins to negotiate, "Ward, can we please-"

"No. You have five seconds to drop your weapons. Five."

Fitz began to panic, "Ward, stop!" He glanced madly around the room and his voice rose into hysterical rants, "Coulson, May, we have to do something, please we have to.. we have to save her, please!" Coulson gave no attention to him. He looked only at me. "Four."

Coulson mouthed a word. 'Teleport.' In that instant I knew that Coulson had no other plan. If I didn't save her, she would die.

"Three."

May could not remove her darkened eyes from Ward. Sky pleaded futilely with him, and Ward deliberately ignored them both. His eyes were directly on Coulson, preventing him from doing anything of use. Fitz had fallen into hysterics, trying to save Gemma. That left me. "Two."

I don't owe these people anything. They lied to me. My parents...

Coulson mouthed another word. 'Please.' His face... it was so hopeless, so afraid. I had to do this.

I had to do this. "One."

I clutched the weighted model car and vanished.

**Agent Maria Hill POV**

The avengers commenced in catching up, as most people do after they learn that they are about to fight the universe's most powerful villain. Eventually, I joined in, exchanging stories of the past year.

"Nice having a year off, huh?" Barton said dryly. Stark let out a bitter laugh, but it died in the silence of the room. Memories flooded through like an overflowing creek. My jaw tightened and I closed my eyes.

A quiet, quick knock came from the door. I stood abruptly, "Yes?" The door slid open, revealing the Level Three from earlier.

"Ma'am?" He asked, terrified. I knew that behind me the team was suppressing laughter. Those guys were about as moody as thirteen-year olds at five A.M.

I ran my hands down my face. I reply, annoyance clear in my voice, "Yes?"

"The, um, the bus is- it's landing soon. Ma'am," He explains hurriedly. I nod, raising my eyebrows, "Do they know yet? About the thing?"

I shake my head, "No. It'll be a surprise."

He nods solemnly, looking like a child mimicking his father. He turns like a proper soldier and closes the door behind him.

**Indie POV**

My entire body is on fire. The air I breathe burns my lungs until I choke, the nothingness of empty space scorching everything. And though it is not even a millisecond that I am in the Void, it feels like I choke and burn for hours before I land behind Ward.

Without even a thought, I ignore the pain and smash the model car into the back of Ward's head. He crumples to the ground, the bullet he was about to fire into Gemma's head ricocheting and eventually sinking into the wall. Fitz, relieved, catches Gemma as she chokes in air. I smile softly as darkness overcomes my vision and I fall to the ground.

My eyes flutter kneels over me, his face swimming into focus as the others tend to Gemma. His face is grim, "Feeling better?" Nodding weakly, I struggle into a sitting position and try to clear my swimming vision.

Agent May stands behind Coulson, her face clouded with dark uncertainty. I look up at her helplessly , half expecting words of appreciation, half expecting a barrage of outraged curses. I receive neither. Abruptly turning, she emotionlessly strides towards the cockpit to land the plane.


End file.
